Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignees”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with this paragraph (which assignment and delegation will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:
(i) no Default or Event of Default has occurred and is continuing or would result therefrom;
(ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures;
(iii) the assigning Lender and Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;
(iv) for the avoidance of doubt, the Lenders shall not be permitted to assign or delegate Revolving Commitments or Revolving Exposure to a Purchasing Borrower Party;
(v) to the extent permitted by applicable law and not giving rise to any adverse tax consequence (other than any tax imposed in connection with the forgiveness of any Indebtedness income), any Term Loans assigned and delegated to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and delegation and will thereafter no longer be outstanding for any purpose hereunder (it being understood and agreed that (A) except as expressly set forth in any such definition, any gains or losses by any Purchasing Borrower Party upon purchase or acquisition and cancellation of such Term Loans shall not be taken into account in the calculation of Excess Cash Flow, Consolidated Net Income and Consolidated EBITDA and (B) any purchase of Term Loans pursuant to this paragraph (g) shall not constitute a voluntary prepayment of Term Loans for purposes of this Agreement);
(vi) the Purchasing Borrower Party shall not have any MNPI that either (A) has not been disclosed to the assigning Lender (other than any such Lender that does not wish to receive MNPI) on or prior to the date of any initiation of an Auction by such Purchasing Borrower Party or (B) if not disclosed to such Lender, would reasonably be expected to have a material effect upon, or otherwise be material to, (1) such Lender’s decision to participate in any such Auction or (2) the m...
Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with, and subject to the limitations of, Section 2.26 (which assignment will not be deemed to constitute a prepayment of Loans for any purposes of this Agreement or the other Loan Documents).
Purchasing Borrower Parties. (a) Subject to clause (b) below, each Purchasing Borrower Party, other than Debt Fund Affiliates, in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action described in clause (c), (d) or (e) of the proviso of Section 10.01 or that adversely affects such Purchasing Borrower Party in any material respect differently than other Lenders, the Term Loans held by a Purchasing Borrower Party (other than by a Debt Fund Affiliate) shall be disregarded in both the numerator and denominator in the calculation of any Lender vote. Subject to clause (b) below, the Borrower and each Purchasing Borrower Party (other than a Debt Fund Affiliate) hereby agrees that if a case under Title 11 of the United States Code is commenced against the Borrower, the Borrower, with respect to any plan of reorganization that does not adversely affect any Purchasing Borrower Party in any material respect as compared to other Lenders, shall seek (and each Purchasing Borrower Party (other than a Debt Fund Affiliate) shall consent) to designate the vote of any Purchasing Borrower Party (other than a Debt Fund Affiliate) and the vote of any Purchasing Borrower Party (other than a Debt Fund Affiliate) with respect to any such plan of reorganization of the Borrower shall not be counted. Subject to clause (b)(iii) below, each Purchasing Borrower Party (other than a Debt Fund Affiliate) hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Purchasing Borrower Party’s attorney-in-fact, with full authority in the place and stead of such Purchasing Borrower Party and in the name of such Purchasing Borrower Party, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).
(b) Notwithstanding anything to the contrary in this Agreement, no Purchasing Borrower Party, other than Debt Fund Affiliates, shall have any right to (i) attend (including by telephon...
Purchasing Borrower Parties. (i) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to the Borrower or any Subsidiary (each, a “Purchasing Borrower Party”) in accordance with this Section 9.04(e) (which assignment will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that:
(a) (A) no Default or Event of Default has occurred or is continuing or would result therefrom;
Purchasing Borrower Parties. Each Purchasing Borrower Party acknowledges that any Loans acquired by such Purchasing Borrower Party shall be immediately cancelled and no Purchasing Borrower Party shall have any right to vote on amendments, modifications or waivers of the Loan Documents in a capacity as a Lender, or to attend any meetings of Lenders to which representatives of the Borrower are not permitted to attend.
Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Advances to any Purchasing Borrower Party in accordance with, and subject to the limitations of, Section 2.16 or in accordance with this Section 11.11.4 (which assignment will not, except as otherwise provided herein, be deemed to constitute a payment on or prepayment of Advances for any purposes of this Agreement or the other Loan Documents, including Sections 2.6, 2.10, 2.11 and 2.12); provided that:
(a) no Event of Default has occurred or is continuing or would result therefrom;
(b) the assigning Lender and Purchasing Borrower Party shall execute and deliver to the Administrative Agent Purchasing Borrower Party Lender Assignment Agreement in lieu of a Lender Assignment Agreement;
(c) any Advances assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no 149 longer be outstanding for any purpose hereunder and the Administrative Agent shall record such cancellation or retirement or extinguishment in the Register.
Purchasing Borrower Parties. Notwithstanding anything else to the contrary contained in this Agreement (including the definition of “Eligible Assignee”), any Lender may assign and delegate all or a portion of its Term Loans to any Purchasing Borrower Party (x) through open market purchases made by such Purchasing Borrower Party on a non-pro rata basis (subject to clause (v) below) or (y) otherwise pursuant to an Auction Purchase Offer in accordance with clauses (i) through (vii) below (which assignment and delegation, in the case of the foregoing clauses (x) and (y), will not constitute a prepayment of Loans for any purposes of this Agreement and the other Loan Documents); provided that, in the case of assignments and delegations made pursuant to the foregoing clause (y): (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) each Auction Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this paragraph and the Auction Procedures; (iii) the assigning Lender and Purchasing Borrower Party purchasing such
